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Bylaws

BYLAWS OF THE ST. LOUIS BUSINESS TRAVEL ASSOCIATION, A CHAPTER OF THE NATIONAL BUSINESS TRAVEL ASSOCIATION

ARTICLE I - NAME

The name of this non-profit corporation is THE GATEWAY BUSINESS TRAVEL ASSOCIATION, and is doing business as the ST. LOUIS BUSINESS TRAVEL ASSOCIATION (STLBTA). The Chapter hereinafter is referred to in these Bylaws as the “Chapter”.

ARTICLE II - PURPOSES

The principal purpose of this Association on behalf of its corporate and individual members shall be:

To cultivate constructive cooperation and interest among corporations, organizations, and individuals participating in the business travel industry;

To foster and promote a thorough understanding upon the part of travel suppliers, the business traveler and corporations of each other’s needs;

To develop and broaden individual member’s knowledge of the industry and business travel dynamics;

To provide a forum for members to network and act on matters affecting corporations, travel, and their individual interests;

To heighten awareness of the value of corporate travel management through education that develops management skills and understanding of issues;

To advocate and protect the interests of members and their corporations or organizations on legislative and regulatory matters;

To engage in any other activities that may, in the judgment of the Board of Directors or members, be beneficial to the industry and the Association.

ARTICLE III - MEMBERS

1. Classes. There shall be Four (4) class designations of membership:

(a) Allied - Any person involved in the selling, representation, or distribution of a travel product or service.

(b) Direct – Any person involved in their company’s managing of travel affairs, be it corporate travel or meetings and conventions (Those involved with the education of travel (teacher or professor at an accredited college or university) shall be deemed a Direct candidate).

(c) Honorary Members - Any individual who has been recognized by the Board of Directors as having rendered distinguished service to the industry or the Association may be appointed an Honorary Member by the Board of Directors. Annual dues are waived for these members and will hold all privileges offered a Chapter member.

(d) Student/Educator

2. Voting rights. Each member of the Chapter shall have one vote in all matters to be voted on by the members.

3. Applications. Any individual desiring to become a member of the Chapter must apply on the chapter website.. Applications must be accompanied by the dues required for the first year of membership. Applications for membership shall be approved or denied by the Board of Directors.

4. Dues. All membership dues invoices are required to be paid by the first Chapter meeting in January. The dues for both Allied and Direct members are $100 per year. The Chapter may offer a pre-payment option wherein a member may pay for the annual dues and four of the five meeting fees. The member will receive one meeting gratis.

(a) Amounts. The Board of Directors shall establish the amount of the Annual Dues required to be paid by members. A vote by the Chapter majority must be taken to initiate the fee change. Notification of any increase to be voted on will be presented at the November Chapter Meeting each year. Notification of a proposed increase must be sent to each member 10 days prior to the date of the meeting.

(b) Delinquency. Members whose dues are more than thirty (30) days in arrears may be suspended, and may not vote, pending payment. Members whose dues are more than sixty (60) days in arrears may, at the Boards discretion, be terminated as members.

5. Meetings.

(a) Chapter Meeting. There shall be Chapter Meeting of the general membership, to be held at a place to be determined by the Board of Directors and the Education Committee, on the third Tuesday of odd numbered months (January, March, May, September and November). Items of discussion may include reports concerning the conduct of the Chapter’s activities, financial updates, Chapter committee reports, or to vote on any Board initiated change to the Chapter Bylaws, and to conduct such other business as may properly come before the meeting. These meetings will occur during the middle of the work day, and will be open to all members in good standing as well as guests attending the meeting.

(b) Notice. Either the Secretary of the Chapter or the Administrative Assistant shall notify all members of the Chapter of each meeting by e-mail or other lawful means, and if sent by email to each member it shall be sent to at his or her e-mail address in the records of the Chapter not more than ten (10) day before the date of the meeting, or if notice is sent by US Mail then it shall be postmarked not more than sixty (60) days nor less than fifteen (15)days before the date of the meeting. In the case of a special meeting, the notice shall state the purpose or purposes for which the meeting is called.

(1) RSVP/Cancellations. A member must RSVP to the designated individual no later than the Friday preceding the designated event. Cancellations will be accepted until the Friday preceding the designated event as well. Should a member not attend the meeting once they had RSVPed, and did not cancel with the designated individual, that member will be invoiced the amount of the published meeting fee.

(c) Quorum. The presence in person of 40% of the members of the Chapter shall constitute a quorum for the transaction of business at any meeting of the membership.

6. Termination of membership.

(a) General rule. Membership in the Chapter shall terminate upon the resignation of a member; upon termination for failure to pay dues; inappropriate behavior during a Chapter meeting; violation of a written board policy, or upon expulsion from membership only for dishonesty, fraud, or misrepresentation in connection with the affairs of the Chapter.

(1) Inappropriate behavior may include the member actively pursuing new business opportunities with fellow Chapter members during the Chapter meeting in a way that is perceived obtrusive to the member and disruptive of the meeting environment.

(b) Expulsion. No member shall be expelled, except for failure to pay dues, without due process as determined by the Board of Directors. Expulsion shall be upon a simple majority vote of the Board of Directors present and voting at a duly constituted meeting.

(c) Forfeiture. Upon termination of membership in the Chapter, any and all rights and privileges of membership, and any interest in the property or other assets of the Chapter, shall be forfeited by the member.

(d) Liability for dues. Termination of any membership shall not relieve the former member from liability for any unpaid dues or other duly assessed fees. No former member having any outstanding charges for unpaid dues or fees shall be re-admitted to membership without payment of those amounts. No part of the annual dues will be refunded to any member terminated according to the process detailed herein.

ARTICLE IV - BOARD OF DIRECTORS

1. General Powers. The property, affairs, and business of the Chapter shall be managed and controlled by its Board of Directors. The Board of Directors may by general resolution delegate to officers of the Chapter and to committees such powers as are provided for in these Bylaws.

2. Membership. The number of Directors shall be seven (7), including; the President, Vice President, Treasurer, Secretary, Director of Membership, Director of Education and Immediate Past President of the Chapter.

3. Terms. The Board of Directors shall serve terms of two (2) years, to begin on the first day of January after their election, and will relinquish said duties on December 31 in odd-numbered years. The current Director holding that office will assist the new Director in the transitioning of duties and responsibilities.

4. Election. The Directors shall be elected by online ballot of the membership after the September chapter meeting in odd numbered years. All members in good standing may vote through the Chapter website during the voting time frame.

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5. Removal. A Director may be removed from office for dishonesty, fraud, or misrepresentation in connection with the affairs of the Chapter by a vote of the majority of the Board of Directors.

6. Resignation. A Director may resign from the Board of Directors by written notice to the Board. Unless another time is specified in the notice or determined by the Board, a Director’s resignation shall be effective upon receipt by the Board.

7. Status. A member of the board who is not employed in the travel industry due to downsizing, attrition or lay-off but not including voluntary or involuntary termination or relocation beyond 100 miles of the St. Louis metropolitan area may retain their elected position for six (6) months after their date of termination or the natural end of their term.

8. Meetings.

(a) The President shall set the time and place of the regular meetings of the Board.

(b) Special meetings of the Board of Directors may be called by either the President or upon the written request of any three (3) Directors. The President, or the Directors who call the meeting, shall fix the time and place of any special meeting.

9 Notice. Notice of the regular meetings of the Board of Directors shall be given at least ten (10) days before the meeting by the Chapter Secretary or the Administrative Assistant. Notice of any special meeting of the Board of Directors shall be given at least two (2) calendar days before the meeting by the Secretary. In both cases, the notice shall be in writing and delivered personally, sent by overnight mail, facsimile, e-mailed or telegraphed to each Director at his address as shown by the records of the Chapter. The business to be transacted at any special meeting of the Board of Directors must be specified in the notice of such meeting.

10. Quorum. The presence of a majority of the voting members of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board.

11. Tie-Breaker. In the event there is a tie in a Board of Directors vote, the Past President shall be called upon to cast the tie-breaking vote on the initiative.

12. Manner of Acting. The act of a majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, unless the act of a greater number is required by law, by these Bylaws, or by Robert’s Rules of Order.

13. Informal Action. Any action required by law to be taken at a meeting of Directors, or any action that may be taken at a meeting of Directors, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by a majority of the Directors.

ARTICLE V - OFFICERS

1. Officers. The officers of the Chapter shall consist of a President, a Vice President, a Treasurer, a Secretary, a Director of Membership, a Director of Education and the Immediate Past President.

2. Election. Each officer of the Chapter (other than the Immediate Past President) shall be elected by the members for a two (2) year term of office, and may not serve more than two consecutive terms in each office. The only exception is if the current President accepted the duties and title from a resigning officer, and had served less than 16 months from the November Chapter Meeting. The outgoing President shall take office for two (2) years upon the expiration of his/her term of office as President, and be bestowed as the Chairman / Immediate Past President and shall hold the status of honorary member. The Chairman/Past President shall hold such office until the expiration of the current President's elected term(s). In the event of a voting deadlock on actions before the Board of Directors, the Chairman/Immediate Past President shall be authorized to cast the deciding vote. The terms of office of each officer shall begin January 1 in even numbered years, and shall end December 31, two years later, less one day (odd-numbered years).

3. Resignation. An officer may resign by written notice to the Board of Directors. Unless another time is specified in the notice or determined by the Board, an officer’s resignation shall be effective upon receipt by the Board. All chapter property, both physical and intellectual, must be transferred to the most senior board member and remain the property of the chapter in perpetuity.

4. Vacancy. A vacancy in any office (except the President), whether because of the membership’s failure to elect any officer, resignation, removal, disqualification, or death, shall be filled by the Board of Directors for the unexpired portion of the term.

5. Board Expenses. Any expense that a Board member accrues due to Chapter related business shall be reimbursed to the Board member once an expense report is filed and the expense has been approved by the Treasurer and either the President, Vice-President, or Secretary. A per diem consistent with that observed by the U.S. Government shall apply, with daily meal per diems not to exceed $50. Board members should attempt to gain complimentary accommodations if possible, but if not, hotel per diem shall not exceed $150 per night. The lone exception to this is in the case of the GBTA National Conference or the Chapter Presidents Council meetings, where the meeting hotel rate shall be approved in advance. Board members will only be reimbursed for meal, hotel, tax and daily internet service charges. Normal transfers, such as shuttle, rental car, or taxi may be reimbursed upon Board approval.

6. Board Position Descriptions and Responsibilities

President - The President shall be the chief executive officer and shall exercise general supervision over the affairs of the Chapter consistent with policies established by the Board of Directors. The President shall preside at all meetings of the members, and at all meetings of the Board of Directors; shall be the principal spokesperson for the Chapter and serve ex officio on, all committees, and in general shall perform all duties incident to the office of President and such other duties as may be prescribed by the Board of Directors. The President is a member of GBTA and serves as liaison between GBTA and the Chapter, and shall attend all Chapter Presidents’ Council meetings. The President shall represent the Chapter at the National GBTA Convention each year. If the President is unable to attend, those responsibilities are assumed by the Vice-President, with the Treasurer, Secretary, Director of Membership, Director of Programs following in the order of succession.

Vice President - In the absence of the President, or in the event of the President’s inability or refusal to act, the Vice President shall perform the duties of the President. The Vice President shall perform such other duties as may from time to time be prescribed by the Board of Directors or the President.

Treasurer - The Treasurer shall keep correct and complete records of account, showing accurately at all times the Chapter’s financial condition. The Treasurer shall be legal custodian of all monies, notes, securities, and other valuables which may from time to time come into the Chapter’s possession. The Treasurer shall immediately deposit all funds of the Chapter coming into his/her hands in some reliable bank or other depository approval by the Board of Directors, and shall keep such bank account in the name of the Chapter. The Treasurer shall furnish a statement of the financial condition of the Chapter at each meeting, or upon the request of the Board, and shall perform such other duties as these Bylaws may require or the Board of Directors may prescribe. The Treasurer shall be responsible for maintaining the financial records and may be required to furnish bond in such amount as shall be determined by the Board of Directors. The Treasurer will also be responsible for updating GBTA records, which includes an annual notification of Chapter members.

Secretary - The Secretary shall keep the minutes of the meetings of the Board of Directors and shall oversee the keeping, preparation, and filing of all other records required by law or by the policies of the Board; be custodian of the corporate records and of the seal of the Corporation and see that the seal of the Corporation is affixed to all documents, the execution of which on behalf of the Corporation under its seal is duly authorized in accordance with the provisions of these Bylaws; keep a register of the post office address of each Director which shall be furnished to the Secretary by such Director; and in general perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned by the President or by the Board of Directors.

Director of Membership - This Director is responsible for maintaining communication and cohesion among the active chapter members while working to grow the membership and promote STLBTA. The person is responsible for arranging Direct and Allied member functions outside of or in addition to chapter meetings. This person works with the Treasurer and Technology Directors to maintain the current member data base.

Director of Education - The Director of Education identifies topics of current interest and arranges for presentation of educational content for chapter meetings and for periodic Education Days to further the professional knowledge of members. The Education Director shall be responsible for obtaining meeting sites, speakers and/or presentations at all monthly meetings. The Director and/or committee shall inform the President and Secretary of the time and place of the meetings at least twenty (20) working days prior to the meeting date. In additon He/She shall oversee any and all Educational committee members and all Educational offerings including certification education and programs. This Director is responsible for collaborating with Communications and Public Relations to advertise meetings and events and the relay of information to members and contacts. The Education Director is also responsible for advertising education and scholarship opportunities provided by the GBTA for members to receive their CCTE, GTP and GLP accreditations.

Immediate Past President. The Immediate Past President shall serve in an advisory capacity role to the Board of Directors in order to ensure continuity and to provide such assistance as may be required by the President and have the status of honorary member. In the case of a tie vote of the BOD, the IPP shall serve as the tie-breaker vote.

Administrative Assistant. The Board of Directors may decide to employ an Administrative Assistant for the Chapter. This person would assist and augment Board activities. This is the only paid position of the Chapter, and would be paid quarterly once a documented time sheet is presented to the Treasurer for review. Annual Chapter fees are waived for this individual, and shall have no voting or other Chapter rights.

ARTICLE VI - ELECTIONS

1. Nomination Procedure. All nominations must be submitted in writing and submitted to the Board of Directors through the online/electronic process. The Board of Directors shall review all nominations and verify that each nominee is a member in good standing and has paid all dues and fees owed to the Chapter. The President shall preside over the elections, and with the Past President and Administrative Assistant, shall jointly tally all votes after the expiration of the election period, following the odd year September Chapter Meeting.

2. Election Procedure. The elections shall be held online/electronically immediately following the odd year September Chapter Meeting. The candidate for each office receiving the highest number of votes will be elected. Should the vote result in a tie, another vote of members will be taken via electronic/online process, and the candidate with the most votes of this election shall be awarded the Director’s position.

3. Board Status. A Board member my run for any position that is above the current position he or she currently maintains. The order of officer ascension is President, Vice-President, Treasurer, and Secretary, Director of Membership, Director of Education. An officer may elect to run for an office that is two or three steps above his/her current Board position (i.e. Secretary may run for President). A Board officer may not run for a descending position on the Board without prior approval of the Board. The member must also abide by the covenants of Article V, Section 2 of these Bylaws, and cannot occupy a position they previously held without permission from the Board.

ARTICLE VII - COMMITTEES

The Board of Directors, by resolution adopted by a majority of the Directors in office, may designate and appoint one or more committees of its members, each of which shall consist of two or more persons, which committees, to the extent provided in said resolution, shall have and exercise the authority of the Board of Directors in the management of the Corporation; provided, however, that no such committee shall have the authority of the Board of Directors in reference to amending, altering or repealing the Bylaws; electing, appointing or removing any member of any such committee or any Director or officer of the Corporation; amending the Articles of Incorporation; adopting a plan of merger or adopting a plan of consolidation with another corporation; authorizing the sale, lease, exchange or mortgage of all or substantially all of the property and assets of the Corporation; authorizing the voluntary dissolution of the Corporation or revoking proceedings therefor; adopting a plan for the distribution of the assets of the Corporation; or amending, altering, or repealing any resolution of the Board of Directors which by its terms provides that it shall not be amended, altered, or repealed by such committee. The designation and appointment of any such committee and the delegation thereto of authority shall not operate to relieve the Board of Directors or any individual Director of any responsibility imposed upon it or him by law. The Board has created four committees as set out below. The Board will appoint chapter members to chair the four central committees dedicated to maintaining and advancing the purposes of the chapter.

Descriptions of the key committee chairs are:

Communication Chair – This Chair is responsible for both external and internal communications about STLBTA. Main responsibilities include: newsletter editing and publication, emails communications through the website, public relations notices to local and/or national media contacts and regular meeting notices.

Technology Chair – This Chair should primarily have good computer and website skills as he/she is responsible for maintenance and content of the chapter website and all technical property owned by the chapter. The chapter website is a core component of the chapter linking all groups and all members. The Technology Director is responsible for communicating updates and best practices about the website functionality, training new users how to navigate, working with the Treasurer and Membership Directors to maintain a list of active members and contacts and assisting members with profile updates when applicable.

Ways and Means–This Chair must maintain an income from fundraising and membership dues. The Ways and Means Chair will develop programs that financially benefit the chapter. Fundraising programs may directly benefit the chapter or promote goodwill in the community through sponsorship of a charity event. This person will work with the Treasurer and Communications Directors to promote and coordinate such events.

Committee Chairs - Each committee chair will create and maintain a volunteer team to carry out the mission of their respective committee and provide a report to the Board at least quarterly. Committee Chairs may be invited to Board Meetings, should the President deem necessary for a Board update.

3. Vacancies. Vacancies in the membership of any committee may be filled by appointments made in the same manner as provided in the case of the original appointments.

4. Manner of Acting. Unless otherwise provided in the resolution of the Board of Directors designating a committee, a majority of the whole committee shall constitute a quorum and the act of a majority of the members present at a meeting at which a quorum is present shall be the act of the committee. Each committee may adopt rules for its own governance not inconsistent with these Bylaws or with rules adopted by the Board of Directors.

5. Other committees not having and exercising the authority of the Board of Directors in the management of the Corporation may be designated and appointed by resolution adopted by a majority of the Directors at a meeting at which a quorum is present, or by the Chairman as authorized by a like resolution of the Board. Membership on such committees need not be limited to Directors.

ARTICLE VIII - CONTRACTS, CHECKS, DEPOSITS, AND FUNDS

1. Contracts. The Board of Directors shall authorize any officer or officers, agent, or agents of the Chapter in addition to the officers so authorized by these Bylaws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Chapter and such authority may be general or confined to specific instances. Prior to any Board member entering into any contract, the President must first be notified and approval must be given,

2. Checks. All checks, drafts, orders for the payment of money, notes, or other evidences of indebtedness issued in the name of the Chapter, shall be signed by such officer or officers, agent, or agents of the Chapter and in such manner as shall from time to time be determined by resolution of the Board of Directors. In the absence of such determination by the Board of Directors, such instruments shall be signed by the Treasurer.

3. Deposits. All funds of the Chapter shall be deposited from time to time to the credit of the Chapter in such banks or other depositories as the Treasurer may select with the approval of the Board of Directors.

4. Funds. The Board of Directors may accept on behalf of the Chapter any contribution, gift, charitable donation, bequest, or devise for the general purposes or for any special purpose of the Chapter.

ARTICLE IX - BOOKS AND RECORDS

The Chapter shall keep correct and complete books and records of account and shall also keep highlight minutes of the proceedings of its Board of Directors and committees having any of the authority of the Board of Directors.

ARTICLE X - FISCAL YEAR

The fiscal year of the Chapter shall begin on the first day of January and end on the last day of December.

ARTICLE XI - LIMITATION ON CHAPTER ACTIVITIES

The Chapter shall not rate, endorse, or certify any product or service of suppliers.

ARTICLE XII - INDEMNIFICATION

Any present or former director, officer, employee, or agent of the Chapter, or other such persons so designated in the discretion of the Board of Directors, or the legal representative of such person, shall be indemnified (including advances against expenses) by the Chapter against all judgments, fines, settlements, and other reasonable costs, expenses, and counsel fees paid or incurred in connection with any action, suit, or proceeding to which any such person or his legal representative may be made a party by reason of his being or having been such a director, officer, employee, or agent, to the extent authorized by the Board of Directors. No indemnification or advance against expenses shall be approved by the Board or paid by the Chapter until after receipt from legal counsel of an opinion concerning the legality of the proposed indemnification or advance.

ARTICLE XIV - PROCEDURE

The rules contained in the most recent edition of Robert’s Rules of Order shall provide the rules of procedure for the Chapter where they are not inconsistent with the provisions of the Articles of Incorporation or these Bylaws.

ARTICLE XV - AMENDMENTS TO BYLAWS

These Bylaws may be altered, amended, or repealed, and new Bylaws may be adopted by the affirmative vote of two-thirds (66%) of the members present in person at any meeting called for that purpose, if at least thirty (30) days’ written notice, setting forth the proposed changes, is given of intention to alter, amend, or repeal, or to adopt new Bylaws at such meeting.